General Assembly Minutes Template for Startups: Saudi Arabia and the UAE

A general assembly is the meeting where shareholders — not the board — approve decisions that change the company itself: capital increases, bylaw amendments, mergers, dissolution. In Saudi Arabia and the UAE it's a statutory requirement, not a governance nicety, with specific quorum and majority thresholds set by law. The template for the minutes matters less than getting three things right: which type of assembly the decision requires, whether your entity actually has to convene one at all, and whether the record proves quorum was met.

Search "general assembly minutes template" and the results split two ways. Legal document sites like Genie AI hand you a generic shareholders' meeting minutes template with blanks for the jurisdiction. Governance platforms like Convene publish good explainer articles on why general assemblies matter in Saudi corporate governance, but they're written for listed companies with a compliance team, not a ten-person startup that just closed a SAFE round and needs to know if issuing a new share class requires a shareholder vote. Neither answers the question a founder actually has: does my company need to convene one of these, and what does a valid record of it look like.

Ordinary vs. extraordinary: what you're actually convening

Both Saudi Arabia and the UAE split shareholder meetings into two tiers, and the tier determines the quorum and the majority needed to pass anything.

Saudi Arabia (Companies Law, Royal Decree No. M/132). An ordinary general assembly (OGA) — annual financial approvals, director appointments, routine matters — needs shareholders representing at least a quarter of the capital to show up, unless the bylaws set a higher bar (capped at half). Resolutions pass with a simple majority of the shares represented. An extraordinary general assembly (EGA) — bylaw amendments, capital increases or decreases, dissolution, mergers — needs at least half the voting shares represented, and resolutions need a two-thirds majority of shares represented to pass. Certain EGA decisions carry an even higher bar: capital increases or decreases, early dissolution, a change of purpose, or a merger need a three-quarters majority, not two-thirds.

UAE (Federal Decree-Law No. 32 of 2021 on Commercial Companies). For an LLC, general meeting quorum is shareholders representing at least a quarter of the share capital. Ordinary resolutions pass with a simple majority of shares represented. Special resolutions — amending the memorandum of association, changing the company's legal form, capital changes — need shareholders holding at least three-quarters of the share capital, a higher bar than Saudi's EGA threshold because it's measured against total capital, not just the shares represented at the meeting.

Neither number is trivia. It's the difference between a resolution that's legally valid and one a future investor's lawyer flags during diligence as passed without proper quorum — which puts every decision made at that meeting, including a share issuance or an ESOP pool increase, on shaky ground.

The shortcut most Saudi startups should actually be using

If you're a Saudi startup convening formal assemblies for every shareholder decision, you're probably on the wrong entity type. The 2022 Companies Law created the simplified joint-stock company (SJSC) specifically for VC-backed startups, and one of its core features is that shareholders can pass decisions by circulation — signing a written resolution — instead of convening a meeting with notice periods, quorum, and a chair. We've covered the SJSC's other advantages (no minimum capital, multiple share classes) elsewhere; on the governance side, circulation is the practical win. A three-person cap table approving a new option pool doesn't need a general assembly with a 21-day notice period — it needs a resolution everyone signs.

A standard LLC or ordinary joint-stock company doesn't get that shortcut. If you incorporated before the SJSC existed, or defaulted to a standard structure without knowing the alternative, you're convening formal assemblies for decisions an SJSC would let you circulate.

Mainland UAE vs. ADGM and DIFC

The quorum and majority figures above are mainland UAE law. If your entity sits in the Abu Dhabi Global Market (ADGM) or the Dubai International Financial Centre (DIFC) — the two common-law free zones, as we've covered in the piece on SAFE agreements in the UAE — general assembly mechanics are governed primarily by the company's own articles of association under each free zone's Companies Regulations, not by the federal Commercial Companies Law. The article of association can set different quorum and majority thresholds than the mainland defaults. That's a real structural choice worth getting right when the articles are drafted, not a detail to leave to a template — check the specific regulation for your free zone rather than assuming mainland figures apply.

What actually has to be in the minutes

The template question is the easy part once you know which assembly you're documenting. A valid record needs:

• Meeting details — date, time, and whether it was in-person, virtual, or hybrid
• Notice confirmation — that shareholders were notified within the required period, and how
• Attendance and shareholding — who attended (in person, by proxy, or electronically) and what percentage of shares each attendee represents, because this is the line that proves quorum was actually met
• Resolutions as put to the vote — worded exactly as passed, not summarized afterward
• The vote result — the count or the majority achieved, matching the threshold that type of resolution required
• Signatures — whoever the bylaws designate, typically the chair and a director or company secretary

Miss the shareholding percentages and the minutes are unprovable — a document that says a meeting happened, not one that shows it was valid. That's the gap generic templates leave blank, because a template can't know your cap table.

Board resolution or general assembly?

Not every shareholder-adjacent decision needs a general assembly. Day-to-day authorizations — option grants within an already-approved pool, signatory changes, opening a bank account — are board matters. General assemblies exist for decisions that touch the capital structure itself. We go through that split in detail, including where the line actually falls by jurisdiction, in the board resolution template piece. The short version: if the decision changes what the company fundamentally is — its bylaws, its capital, its structure — it's a shareholder decision. If it's operating the company within a structure shareholders already approved, it's the board's call.

Where Govy fits, specifically

Govy's governance module handles the general assembly mechanics directly: convening ordinary and extraordinary assemblies, shareholding-weighted voting, quorum computation against the actual cap table, and minutes — built because general-assembly governance is a legal requirement in markets like Saudi Arabia that cap table tools built for Delaware never had to support. Because quorum is computed from the same ledger as the cap table, there's no separate spreadsheet to reconcile against who actually holds what — the shareholding percentage in the minutes is the shareholding percentage on the cap table, by construction.

What Govy doesn't do: file anything with a government registry. There's no integration with Saudi's Ministry of Commerce, Tadawul, or Edaa, and none with a UAE equivalent — convening and documenting the assembly is handled in-app, but any registry notification your jurisdiction requires is still a separate step you or your lawyer take. Generated documents are in English; the product UI is localized into eight languages including full Arabic and Urdu RTL, but contract text is not.

See how Govy's general assembly governance connects to the cap table and legal template pack at govy.tech.

FAQ

What's the difference between an ordinary and extraordinary general assembly?

An ordinary general assembly (OGA) handles recurring business — approving financial statements, appointing directors, routine matters the bylaws don't flag as structural. An extraordinary general assembly (EGA) handles decisions that change the company itself — amending the bylaws, increasing or decreasing share capital, dissolving or merging the company. Both jurisdictions we cover here set a higher quorum and a higher approval majority for extraordinary assemblies than ordinary ones, because the decisions carry more weight.

What happens if a general assembly doesn't reach quorum on the first attempt?

In both Saudi Arabia and the UAE, a second meeting gets called if the first one doesn't hit quorum. Under Saudi Companies Law, that second ordinary assembly is valid regardless of how many shares show up, and a second extraordinary assembly is valid with just a quarter of voting shares represented — down from the half required the first time. UAE LLC general meetings follow the same pattern: no quorum requirement at all on the second attempt. The design assumes the first meeting is the real one and the second exists so a handful of unresponsive shareholders can't permanently block the company.

Can a general assembly be held virtually in Saudi Arabia or the UAE?

Yes in both. Saudi Companies Law explicitly permits shareholders to attend and vote through electronic means, and their participation counts toward quorum the same as if they were in the room. UAE law has moved the same direction, with federal guidance permitting hybrid and virtual formats for general assemblies. Neither jurisdiction requires everyone in one physical room anymore, which matters for founder teams and investors spread across time zones.

Does a Saudi startup have to convene a formal general assembly for every shareholder decision?

Not if it's structured as a simplified joint-stock company (SJSC) — the entity type Saudi Arabia's 2022 Companies Law built for VC-backed startups. An SJSC can pass shareholder decisions by circulation, meaning shareholders sign off on a written resolution instead of convening a meeting with notice periods and quorum mechanics. A standard LLC or ordinary joint-stock company doesn't get that shortcut and has to convene formally.

What has to be in general assembly minutes for them to hold up later?

The date, time, and format of the meeting (in-person, virtual, or hybrid); confirmation of the notice given and when; the list of attendees and the percentage of shares each represents, which is what proves quorum was met; each resolution put to a vote, worded exactly as passed; the vote count or the specific majority achieved; and signatures from whoever the bylaws designate — usually the chair and a director or company secretary. Missing the shareholding percentages is the most common gap, because it's the one line that proves the quorum math actually worked.